Order 2015

- 3

- 4

Served: March 10, 2015

U N I T E D S

T A T E S O F A

M E R I C A D E P A R T M E N T O F T R A N S P O R T A T

I O N UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 10 th day of March, 2015

Joint application of

SOUTHERN AIR INC.,

and

FLORIDA WEST INTERNATIONAL

AIRWAYS, INC.

f

or an exemption from the provisions of

49 U.S.C § 41105 Docket DOT

- OST

- 20 15

- 00 34

ORDER GRANTING EXEMPTION

Summary

By this order, we exempt Southern Air Inc. (“ SAI ”), and Florida West International Airways, Inc. (“ FWIA ”)

, hereinafter the “ Joint Appli cants, ” from the provisions of section 41105 of Title 49 of the United States Code (the Statute), subject to certain

conditions.

Background

On February 19 , 2015

, SAI and FWIA filed a joint application for a pendente lite exemption from section 41105 of the Statute . The Joint Applicants state that Worldwide Air Logistics Group

, Inc. (“ Worldwide ”), the corporate parent of SAI 1 intend s to purchase Equipment Power, Inc., the parent company of FWIA

. In support of this request, the Joint Applicants state tha t, upon consummation of the transaction each air carrier will operate as separate airlines. They further contend that grant of the exemption request would be consistent with the past practice of the Department.

The Department has held that a stock acquis ition resulting in common control of two air carriers having international route authority constitutes a de facto certificate transfer subject to section 41105. The relief requested here would allow the Joint Applicants to operate under the common ownersh ip and control of Worldwide pending the Department’s action on a contemporaneously filed de facto transfer application. 2

1 SAI is wholly owned by Cargo 360, LLC (“Cargo 360”), which is wholly owned by Worldwide. Worldwide is in turn wholly owned by Southern Air Holdings, Inc.

2 On February 19 , 2015, c oncurrent with their exem ption application in Docket DOT

- OST

- 20 15

- 0 034

, the Joint Applicants filed an application in Docket DOT

- OST

- 20 15

- 0033 for a disclaimer of jurisdiction,2

SAI holds certificates of public convenience and necessity authorizing it to engage in interstate and foreign charter air transporta tion of property and mail, and foreign scheduled air transportation of property and mail between the United States and all open

skies countries. 3 SAI also holds all cargo exemption authority between the U.S. and Hong Kong and between the U.S. and the Peop le’s Republic of China. 4

FWIA holds certificates of public convenience and necessity authorizing it to engage in interstate scheduled air transportation of property and mail, and foreign scheduled air

t ransportation of property and mai l between the United States and all open

- skies

countries. 5 FWIA also holds all

- cargo certificate authority between the U.S. and certain points in Argentina, Bolivia , Brazil, Peru, and Venezuela. 6

N o answers opposing the Joint Applicant s ’ request were filed

.

Decision

W e have decided to grant the request for an exemption from the provisions of section

41105 until we have ruled on the de facto transfer request. The parties correctly noted that our grant of exemptions in cases such as this is contingent upon the air carri ers involved, in this case SAI and FWIA, remain ing separate and independently operated

entities until the Department rul es o n the underlying de facto transfer request

. In this case, as in previous cases, 7 we see no reason to withhold exemption authority p ending Departmental action on the certificate transfer application. As long as SAI and FWIA remain separate entities, should we disapprove the proposed transfer either in whole or in

part, Worldwide could divest itself of FWIA . The J oint A pplicants shoul d not construe our grant of this exemption as a decision to approve the related de facto transfer application or any aspect of that application.

ACCORDINGLY,

1. We exempt Southern Air Inc., and Florida West International Airways, Inc., from the provisions of section 41105 of the Statute, to the extent necessary to allow them to operate under the common ownership of Worldwide Air Logistics Group, Inc., pending the Department’s final action on the de facto transfer application in Docket DOT

- OST

2015

- 0033, su bject to the condition that, pending such final action, Southern Air Inc.

, and

or, in the alternative, the Department’s approval under 49 U.S.C. § 41105 of the Statute of the de facto transfer of the economic authorities held by SAI and FWIA under the common control of Worldwide

. 3 See Order 2000

- 2

- 8, issued February 4, 2000, and Order 2007

- 7

- 4, issued May 7 , 2007.

4 See Notice of Action Taken dated February 5, 2014, in Docket DOT

- OST

- 2006

- 24703 and Notice of Action Taken dated December 3, 2013, in Docket DOT

- OST

- 2010

- 0157.

5 See Order 1998

- 1

- 27, issued January 27, 1998, and Order 2007

- 7

- 4, issued May 7 , 2007.

6 See Order 1999

- 12

- 7, issued December 13, 1999; Notice of Action Taken da ted October 25, 2013, in

Docket DOT

- OST

- 2011

- 0194; and Notice of Action Taken dated July 14, 2014, in DOT

- OST

- 2012

- 0162.

7 See Order 89

- 1

- 60, p. 4; Order 97

- 9

- 3, p . 3; and Order 97

- 11

- 8, p. 5.3

Florida West International Airways, Inc.

, continue to be maintained and operated as separate entities

. 8

2. This authority shall be effective until 90 days after the Department iss ues its final order on the joint application of Southern Air Inc., and Florida West International Airways, Inc.

, in Docket DOT

- OST

- 20 15

- 0033 for approval of a transfer of route authority under section 41105 of the Statute.

3. We may amend, modify, or revok e this order at any time and without a hearing.

4. We will serve a copy of this order on the persons listed in Attachment A.

By:

SUSAN L. KURLAND Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at http://www.regulations.gov

8 We acted on the request for exemption authority prior to th e expiration of the answer period with the consent of all parties served.Attachment A

SERVICE LIST FOR

SOUTHERN AIR INC.

, AND FLORIDA WEST INTERNATIONAL

AIRWAYS , INC.

Aaron Goerlich (Southern Air) agoerlich@ggh

- airlaw.com Marshall Sinick (Florida West Internati onal) sandysinick@gmail.com Robert Silverberg (ABX Air) rsilverberg@sgbdc.com David Heffernan (Alaska Airlines) dhefferman@cozen.com Robert Wirick (American) robert.wirick@aa.com Howard Kass (American) howard.kass@aa.com John L. Richardson (Amer ijet International) jrichardson@johnlrichardson.com Joan Canny (Amerijet International) jcanny@amerijet.com Russell E. Pommer (Atlas Air) rpommer@atlasa ir.com John Mietus (Centurion Air Cargo) john@mietuslaw.com Alexander Van der Sellen (Delta) sascha.vanderbellen@delta.com Chris Walker (Delta) chris.walker@delta.com Nancy Sparks (FedEx) nssparks@fedex .com Courtney Felts (FedEx) cefelts@fedex.com G. Bailey Leopard (FedEx) gbleopard@fedex.com Stephen Lachter (Frontier) Stephen.lachter@lachterlaw.com

Jonathan Hill (Hawaiian/JetBlue) jhill@cooley.com Parker Erkmann (Hawaiian/JetBl ue) perkmann@cooley.com

Mark W. Atwood (Kalitta/Dynamic) matwood@cozen.com Pierre Murphy (National Airlines) pmurphy@lopmurphy.com

Kevin Montgomery (Polar) kevin.montgomery@polaraircargo.com Robert Kneisley (Southwest) bob.kneisley@wnco.com Joanne Young (Spirit) jyoung@yklaw.com Dan Weiss ( United) dan.weiss@united.com Stephen Morrissey (Unit ed) steve.morrissey@united.com Anita Mosner (UPS) anita.mosner@hklaw.com Jennifer Nowak (UPS) Jennifer.nowak@hklaw.com John Duncan (FAA) john.s.duncan@faa.gov Stephen Cristina (State Department) cristinasa@ state.gov

Federal Aviation Administration peter.lynch@faa.dot.gov

Federal Aviation Administration mark.mazor@faa.dot.gov

Federal Aviation Administration julio.arizmendi@faa.dot.gov

Federal Aviation A dministration andy.gambardella@faa.dot.gov